REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of August 17, 2023 between 99 Acquisition Group Inc., a Delaware corporation, with offices at 14 Noblewood Ct, Gaithersburg, MD 20878 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). |
7,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
The undersigned, 99 Acquisition Group Inc., a newly formed blank check company formed as a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton,” hereinafter referred to as “you,” or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of [ ], 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), certain stockholders of Nava Health MD, Inc., a Maryland corporation (“Nava”), listed on the signature page hereto (the “Nava Investors”), and the Founder Holders (as defined below, and together with the Nava Investors and any Person who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnification Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 17, 2023, by and between 99 ACQUISITION GROUP INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
August 17, 2023 Gaithersburg, MD 20878 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,650,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right, and one redeemable warrant. Each right entitles the holder thereof to receive one-fifth of a share of Common Stock upon consummation of the Company’s initial business combination. Each warrant (a “Warrant”) entitles the holder thereof to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks
RIGHTS AGREEMENTRights Agreement • April 6th, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2023, by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 17, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”) and 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
MERGER AGREEMENT dated February 12, 2024 by and among Nava Health MD, Inc., as the Company, NNAG Merger Sub, Inc., as Merger Sub, and Bernaldo Dancel, as the Securityholder Representative.Merger Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks • Delaware
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 12, 2024, by Bernaldo Dancel (the “Subject Party”) in favor of and for the benefit of 99 Acquisition Group Inc., a Delaware corporation (including any successor entity thereto, the “Parent”), Nava Health MD, Inc., a Maryland corporation (the “Company”), and each of the Parent’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Parent and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services • Maryland
Practice is a limited liability company engaged in the sale of various products and services to maintain, improve and promote health and wellness (the “Wellness Services”);
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Sponsor Support Agreement”), is entered into by and among 99 Acquisition Group Inc., a Delaware corporation (“Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not defined in this Sponsor Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services
This Amendment is made effective as of January 1, 2021, by and between Nava Health MD, LLC, previously known as Nava Management, LLC (“Manager”), and Nava Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC (“Practice”), and amends that certain Management Services Agreement between the parties dated January 1, 2021, as previously amended (the “Agreement”), as follows:
SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services
This Amendment to Management Services Agreement (this “Amendment”) is made effective as of September __, 2022, by and between Nava Health MD, LLC (“Manager”), and Nava Health Medical Group, LLC (“Practice”), and amends that certain Management Services Agreement between the parties dated January 1, 2021, as previously amended (the “Agreement”), as follows:
LOCK-UP AGREEMENTLock-Up Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 12, 2024, by and among the undersigned (the “Holder”), 99 Acquisition Group Inc., a Delaware corporation (“Parent”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2023 • 99 Acquisition Group Inc. • Blank checks
The undersigned hereby subscribes for 2,156,250 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
ContractOffice Space and Administrative Services Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of 99 Acquisition Group Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), 99 Acquisition Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 214 Noblewood Ct, Gaithersburg, MD 20878 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Terminati
COMPANY SUPPORT AGREEMENTCompany Support Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Company Support Agreement”), is entered into by and among the stockholders named on the signature pages hereto (each, a “Stockholder”), Nava Health MD, Inc., a Maryland corporation (the “Company”), and 99 Acquisition Group Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Company Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
MEMBERSHIP TRANSFER RESTRICTION AGREEMENTMembership Transfer Restriction Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services • Maryland
This MEMBERSHIP TRANSFER RESTRICTION AGREEMENT is made as of August 31, 2014, by and among Integrated Wellness MD, LLC, a Maryland limited liability company (“Integrated”), Nava Management, LLC, a Delaware limited liability company (“Nava”) and Douglas Lord, M.D. (“Physician”).
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services
This FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”) is made as of September __, 2022, by and between Ascend One Corporation, a Maryland corporation (“Ascend One”) and Nava Health MD, LLC, a Delaware limited liability company (“Nava”).
VOTING AGREEMENTVoting Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of February 12, 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). This Agreement shall be effective as of the Closing Date of the Merger.
AMENDMENT TO MEMBERSIDP TRANSFER RESTRICTION AGREEMENTMembership Transfer Restriction Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services
This Amendment is made effective as of January 1, 2021, by and between Nava Health MD, LLC, previously known as Nava Management, LLC (“Manager”); Nava Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC (“Practice”); and Douglas Lord, M.D. (“Physician), and amends that certain Membership Transfer Restriction Agreement between the parties dated August 31, 2014, as previously amended (the “Agreement”), as follows:
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services • Maryland
This professional services agreement (“Agreement”) is made effective as of April 1, 2022 (the “Effective Date”) by and between Ascend One Corporation, a Maryland corporation (sometimes referred to herein as “Ascend One” and/or the “Supplier”) and Nava Health MD, LLC, formerly known as Nava Management, LLC, a Delaware limited liability company (sometimes referred to herein as “Nava” and/or the “Client”).
Consulting AgreementConsulting Agreement • April 26th, 2024 • 99 Acquisition Group Inc. • Services-health services
This Consulting Agreement (“Agreement”) is made and entered into as of April 12, 2022 by and between Douglas Lord, M.D., with an address at 15814 Thistlebridge Dr, Rockville MD 20853, (“Consultant”) and Nava Health MD, LLC (formerly known as Nava Management, LLC), with an address at 9755 Patuxent Woods Drive, Suite I00, Columbia, MD 21046 (“Client”). Client desires to retain Consultant as an independent contractor to perform certain services for Client, and Consultant is willing to perform such services on the terms and conditions set forth more fully below. In consideration of the mutual promises contained herein, the parties hereto agree as follows:
